Fantasizing
by Regina'sSass
Summary: AU: Emma is at University fantasizing about her professor during her biology lecture lead by none other than Professor Mills. Emma makes a mistake that leads to all of her dreams come true.


**Fantasizing**

 _I wrote this whilst I was in hospital after my surgery. I was on a lot of drugs to help manage my pain so please excuse how badly this is written and any mistakes. Someone who shall remain nameless_ _ **ahem ahem**_ _wanted me to post it so here y'all go!_

Round. Pert. Full. These are the first three words that come to the blonde's mind when the teacher started talking about female body parts. It was immature of Emma to let her imagination run wild at her professors words, but at the same time, she could not help herself. At times, it felt like Emma was back in Junior school and not studying biology in university.

The blonde stared off into space, imagining how the brunette professors' breasts would feel. She guessed that they would be full and firm to the touch with dusky pink nipples that contrasted with her perfect olive toned skin. She kept with the sense of touch as she slowly began to picture how Professor Mills' skin would react to her fingers. Emma bit down on her bottom lip as she mentally began to glide her fingertips over Regina.

The blonde worked her fingers over perky mounds, smirking as soft yelps of pleasure seep through the confines of the room. Regina did not disappoint when it came down to responsiveness. The brunette pushed her chest out, smirking as Emma responded by palming her breasts more fully and with more attention.

Emma's mind began to wander again, and she moved on from touch to taste. She dragged her pink tongue along dry thin lips before seeking approval from the older woman. Regina nodded, and that was all the permission the blonde needed to latch her lips to the top of her neck and begin her kiss assault. The blonde kissed, licked, sucked and nipped at the sensitive skin over the brunette's pulse point. She loved the way that Regina dug her fingernails in her scalp and tugged on her hair. Emma's lips moved down her bare chest, and she could feel the professor's heart beat viciously against them. The blonde made quick work of the blouse that acted as a barrier between her lips and what they sought out hungrily.

Regina chuckled and pulled it completely off her arms and chucked it uncharacteristically on the floor in a heap,

"My, my, Miss Swan. I should have known that you are an eager little thing. Do you want to fuck me, Emma?"

Forest green eyes darkened and she swallowed thickly. She wanted nothing more than to fuck the brunette into next week. She nodded in response to Regina's question she did not want to break contact with the olive toned skin that tasted of apples. Emma wrapped her tongue around one hardening nipple as her fingers rolled the other in time to her tongues movements. She revelled in the sounds that Regina was making.

The blonde released the current erect nipple with a pop, and she latched her lips and tongue to the softer, neglected bud. Regina moaned out loud. She had reason to believe that Emma would be very talented with her mouth, but she had no idea just HOW talented she really would be.

The brunette tugged hard on a fistful of blonde hair, pulling her up from her breasts before claiming her mouth with her own. The kiss was long and hard and consisted of a power struggle to claim dominance. Emma really thought she was on to a winner when the professor's knees began to buckle from pleasure.

It was not until oxygen became a necessity that the brunette broke contact and nipped Emma's bottom lip with her teeth. Emma grabbed hold of the brunette and pinned her petite frame against her desk.

"Do you think your tricks will work on me, Miss Mills?"

Emma asked, half amused and half horny.

"I was hoping that they'd have some sort of effect on you. I cannot be completely devastated, though, because at least I've managed to kiss and touch you."

Emma pressed her body harder against Regina's. The aching between her thighs was starting to near on impossible to ignore. Forest green met rich chocolate once again,

"I'll tell you what is proving to be a problem," Emma smirked when Regina's eyes shot up in a questioning glaze, "These clothes. There are just too many of them."

Regina grinned and sunk her bottom lip in between her teeth. There was some truth in the blonde's observation. She reached out and pulled at the hem of the infamous white tank top and pulled it in one swift movement up and over her head. Regina's eyes darkened a shade as she was greeted by a gloriously topless Emma Swan.

Small. Perky. Firm.

These are just some of the words that ran around in Regina Mill's mind when it came down to seeing Emma Swan's breasts.

The brunette was jealous of the small, palm sized mounds; she knew that chances Emma experiencing back problems linked to her breasts were minimal.

The professor licked her lips. She could not resist any longer. A pointy, moist tongue slowly ran up pale skinned chest and into her cleavage.

Emma moaned, her eyes fluttering shut slightly as Regina's tongue curled and flicked over her nipples. She inhaled sharply and dug her nails into Regina's arms to try and gain some element of self-control again,

"Oh, God, Regina...!"

"Miss Mills will do, dear," Regina grinned at Emma's unimpressed glare. She could tell that the blonde was about to reply with something smart-ass, "Sh. Do not talk. Bend over my desk, right now."

Emma swallowed thickly as she tried to stop her body from shaking with sheer anticipation and need. She made her way from where she was currently standing and went over to the wooden desk.

The blonde's mind went foggy. She almost forgot for a moment or two where she was, and it was not until Professor Mills cleared her throat and spoke for the fifth time that Emma realised she was standing in front of her at her desk, in front of the entire class,

"Miss Swan?! Can I help you?"

Emma's cheeks flushed a violent shade of crimson. She had been daydreaming about fucking her teacher and had at some point during that daydream made her way over to the desk like Regina had asked of her. She shook her head gently,

"No. I don't think so."

"Then I really must insist for you to return to your seat and pay attention. I'll be testing you after class, dear."

Emma flushed red again as she made her way back to her seat. Class only lasted a further ten minutes since her utter embarrassment. She was about to dart out of the door when,

"Miss Swan. You and I have a few things to discuss."

Emma stopped dead in her tracks, and she felt her cheeks flush a dark shade of red as she made her way to her professor's desk. Her mouth felt like sandpaper as she licked her lips and addressed the brunette,

"You wanted to...discuss something, Professor?"

Regina eyed the blonde expectantly as a teeth baring smile took over her face at the blonde's uncertainty,

"First of all, call me Regina. Second, I do wish that you would tell me what you were thinking during my seminar, Miss Swan." her tongue slipped past full lips to add moisture back into them. The young professor smirked as she noticed Emma staring at her lips, "Do you see something you like, Emma?"

Green eyes flew open and all ability to form words slipped her mind and control. _Is Regina flirting with me?!_ Her thoughts raced ten to the dozen as she shook her head,

"No. I mean, yes. I, uhhhh..."

Regina's laughter sounded memorizing as it vibrated around the lecture hall. Emma's complexion began to turn yet another darker shade as she cleared her throat,

"I think you are a rubbish liar, Miss Swan. I believe I am a good Professor but do you know what else I am pretty good at?" Emma shook her head as she listened intently although embarrassed, "I'm very observant. I have seen you staring at me, checking me out," Regina smiled once again as she closed the gap between herself and the flustered blonde, "and undressing me with those beautiful eyes of yours."

The blonde's heart felt as though it would beat out of her chest if she did not say or do something soon. She tried to distract her mind as she made eye contact with the beautiful woman in front of her,

"Can you blame me? I mean, I don't think there is a student on this entire campus that doesn't fantasize about you."

Emma's eyes widened as her teeth sank into her lower lip. She had not meant to blurt that out, but there it was, the whole honest truth. Regina grinned, satisfied with finally getting the blonde to open up,

"Ah. So you _do_ fantasize about me, Miss Swan?" The Professor took another step closer and felt her knees go weak at hearing the blonde moan as their bodies moulded together, "I think you were fantasizing about fucking me on this desk, weren't you?"

The younger woman swallowed thickly. She didn't need to answer. Regina knew the truth just by looking at her. The brunette walked over to her desk and leaned against it, keeping her eyes fixed firmly on the blonde's. Her smiled turned from one of satisfaction to one of seduction. The professor made a 'come-hither' movement with her finger and bit her lip as the blonde made slow, purposeful steps towards her. She could see how much Emma wanted her from the new darker shade of green staring back at her,

"Tell me, Miss Swan, have you ever slept with a woman before?" Regina asked out of curiosity more than anything,

"Of course I have. Isn't that what "being gay" means?" Emma sassed. She took another step closer to the brunette, pinning her firmly against the desk and smirking as her mouth hovered near her ear, "I am going to do _so_ much more than sleep with you."

Emma blew softly against olive toned skin as her mouth moved from near Regina's ear and down to the pulse point in her throat. She nipped at the skin with her teeth. She had never felt as confident and powerful with anyone she had ever been with, but there was just something about Regina that brought it out in her.

Regina felt her knees buckling as she rested her body against the desk, her hand gently caressing soft blonde waves as she sucked her lower lip between her teeth again,

"Is that so, Miss Swan?"

The younger woman bit the brunette's pulse point smirking as she could feel her heart beating away under her delicious looking chest. She made firm eye contact with the woman once again, dropping her voice an octave lower as she purred,

"My name is Emma." The blonde skilfully skimmed her tongue down Regina's neck to her collarbone and down her cleavage, "I want to hear you scream my name, Regina."

The professor could not hold back her moan at the blonde's words. She really had no idea that the student had such a seductive, enticing streak to her. Normally, she would just sit in class and keep herself to herself.

The brunette noticed that Emma had ceased her actions as green eyes sought out permission to go any further and with a quick nod of the head the blonde began to pop open every button on her blouse painfully slow. The anticipation started to get the better of Regina as she felt the throb between her legs intensify. She wiggled slightly to try and create a bit of friction. Her whole body screamed out to be touched,

"As you wish, Emma."

Emma smiled, causing her eyes to light up with pleasure and seduction. She popped open the last button on that damned blouse and slipped it off Regina's shoulders, discarding it in a pile on the floor, a move she was sure she would be paying for later.

Regina raised her brow at the sight of her rather expensive silk blouse crumpled on the floor. She sat herself up and flipped positions with the blonde, smirking at the rather startled look on her face,

"I knew that you'd be a control freak," Emma joked as she pressed her knee into Regina's crotch, causing both women to moan, "Mmm… You're so wet for me already, _Miss._ "

That was the final straw for the brunette. She could not hack any more teasing from the younger woman. She growled as she removed Emma's tank top in one swift movement and dragged her nails around her rib cage to undo the clasp of her bra. She discarded both items along with her blouse on the floor as her eyes began to take in the beauty that really was Emma Swan.

"You have such a beautiful body, Emma, but it will look even more beautiful sweating and marked."

Regina slowly scraped her nails down from the blonde's neck, over her breasts and nipples before finally coming to a rest above the waistband of her tight skinny jeans.

Chocolate brown eyes flicked to a sea of dark green, to which Emma gave a nod of the head, answering the brunette's plea for permission. In one quick swoop, the older woman popped open the button and tugged down the restricting material, along with Emma's panties, giving a small groan of approval at the dark patch and the fact that the blonde matched.

The professor sat up to rid herself of her skirt and panties and went to remove her heels when the blonde reached out and stopped her,

"No. I'd like you to keep those on."

Regina smirked to herself, "My, my, you really _have_ been thinking about me in detail, haven't you?"

Emma replied in a growl and a lunge up to capture plump lips within her own. She kissed with such passion, need, and urgency that the pair almost ran out of oxygen.

The blonde used Regina's surprise to her advantage and flipped their positions. She had had enough of their games, and judging by the brunette's strong but sweet smell of arousal, she had too. Emma parted her professor's legs and slowly glided two digits up and down her slick folds. She hummed in approval as olive toned hips rolled into her hand, desperately seeking more pressure,

"Turn over," Emma demanded, her voice dripping with sex,

"W—why?," Regina was thrown. She hadn't expected to hear those words from the blonde. Curiosity and humour filled her mind,

"Because," the younger woman began to roll dusky pink nipples between her fingers, pinching harder every now and then, "I want to see your delicious piece of ass in the air when I fuck you."

Regina slammed her thighs together to stop her wetness from pooling out of her at the sexier side of her student. Never in a million years would she have ever suspected the fragile swan to be such an enticing creature. She quickly rolled over onto her front and got up on her knees, giving Emma what she wanted. She turned her head to the side to glance back at her, a smirk plastered on her face as Emma rubbed and grabbed at her ass,

"Is this what you wanted, Emma?" the brunette drew out the last syllable of her name which earned her a hard slap across her ass. She did not bother trying to stop the moan that escaped her lips as her fingers wrapped themselves around the edge of the desk,

"Just because you have a sexy ass doesn't mean it has to be a smart one too," Emma grinned at hearing the brunette's chuckle. She coated her fingers in the professor's arousal, teasing her entrance as her thumb began a slow but firm dance over her swollen clitoris, "Another stunt like that, Professor Mills, and you'll never get that orgasm that I know you so desperately crave," Emma smirked, satisfied when the brunette remained silent, silent apart from her frantic heavy breathing. "You love this, don't you? You like it how I have you exactly where I want you. You like how I'm taking control and most importantly, you _love_ what my fingers are doing to you."

Regina growled as Emma increased her pressure and speed over her clit, combined with the feeling of her hole stretching to accommodate two long, skilled fingers, she rolled her hips down onto them, moaning out loud at the full feeling she was finally experiencing,

"You have no idea...!" Regina panted as she met each and every thrust. She knew that it would not be too long before she was begging for release,

"Oh, I think that I do, _dear,"_ the blonde smirked using the brunette's favourite term of endearment as she pushed her fingers deep into her and began to massage her g-spot, her thumb working mercilessly on the ever increasingly sensitive bundle of nerves. The younger woman loved the way Regina's walls clenched around her and how her perfect ass turned a deeper shade of red with each slap from her free hand.

The brunette could feel her need for release building as her hips gyrated down onto Emma's fingers faster and harder. She did love the way that the younger woman had full control over her. It was a new experience, being the submissive one. There was just something what the blonde did to her that made her crumble down her defences,

"OHGOD- EMM...A!" Regina practically screamed as her student slammed into her pussy. She did not want to stop, but she needed something from her, something that would satisfy them both. "Let me turn back over," Regina panted for all she was worth; she really was close.

Emma sat up slightly to allow the brunette to get on her back, she loved the way that her usually perfect hair was now sticking to her forehead as beads of sweat ran down her brow. Just when she did not think it was possible for Regina Mills to get any sexier, she was proven wrong.

The blonde kept her fingers working deep within the older woman smirking as her back arched off of the desk,

"I want you to," Regina started her demand but pleasure began to wash over her. She grabbed hold of Emma's wrist to cease her movements and growled at her, "Sit on my fucking face and lick my pussy. I want to come in your filthy little mouth, Miss Swan."

Emma obeyed her professor as she carefully but quickly got into position. She gently eased herself down onto Regina's eagerly awaiting mouth as she lay down and continued her ministrations on the brunette's pussy, just as skilfully as her fingers had done.

Both women moaned out loudly as they began to work each other into a frenzy. Regina was quite surprised that nobody had heard them screaming and come running in to see what was going on, not yet they hadn't anyway. She grabbed hold of pale hips to hold Emma firmly into place as her tongue swirled, licked, sucked, and flicked her clit. She could tell from the way the blonde was screaming that she was close,

"FUCK, REGINA...!" Emma ground her hips down firmly. She could feel her walls tighten as her orgasm rapidly approached.

Regina chuckled in between sharp inhales of breath and her own sounds of pleasure causing vibrations to the blonde's clitoris that sent her completely over the edge. The explosion of warm, sweet liquid that poured into her mouth, combined with Emma's mouth was the undoing of her. She quickly licked up her prize from the blonde's sex and laced her fingers through golden tresses, pushing her head closer to her pussy,

"Don't stop, I'm so clo-SE, EMMA...!" Regina's hands balled up into fists in Emma's hair as her thighs began to tremble and a moan from deep within her ripped through her entire body as she rewarded Emma with what she had worked for.

The blonde moaned at the brunette's taste. It was sweet but tangy and bizarrely reminded her of apples. She made sure to lick and savour every single drop of her reward from around Regina's pulsing pussy and thighs before sitting up slowly and climbing off her and onto the floor. Her own thighs felt like jelly from her most intense orgasm, ever.

Regina began to pick up their articles of clothing and hand Emma hers. They both dressed. The only sounds now filling the lecture hall were heavy breathing and zippers being done up. Once fully clothed, the brunette pulled Emma back towards her and kissed her softly but still fuelled by passion,

"Well, Miss Swan, I am glad that we had that... _discussion._ " The brunette smirked as Emma began to blush, "Oh sure, now you act all innocent." She took one step closer and whispered in the blonde's ear, "You can no longer play that card. I _know_ how incredibly sexy and dirty you really are, Emma."

The younger woman's knees buckled as she bit down on her lower lip. Nobody had ever made her feel so powerful and sexy. She had never acted the way she had with the brunette. She also smirked as she looked deeply into mesmerizing brown eyes,

"You've seen nothing yet. You should help me play out all my other fantasies about you, _Professor."_ Emma grinned as she saw brown eyes darken. She slowly began to walk towards the door to exit the lecture hall as Regina called out across the room,

"Gladly, Miss Swan."


End file.
